Common use of Reporting Obligations and Audit Rights Clause in Contracts

Reporting Obligations and Audit Rights. 3.3.1 Provider shall provide all information requested by SAP necessary to fulfill any obligations for payment of royalties to SAP’s business partners arising as a result of licenses granted under this Agreement for Third Party Software or other software components. 3.3.2 Upon SAP’s reasonable request, Provider shall deliver to SAP a report, as defined by SAP, evidencing Provider’s use of the SAP Software licensed under this Agreement, which shall be in addition to any other reporting obligations of Provider as set out in this Agreement. 3.3.3 Subject to limitations under contract and law and without gathering or transmitting to SAP any content or other confidential information of Provider or Customer, SAP may implement the SAP Software so that each system generates and transmits to SAP information related to use of the SAP Software by Provider and/or the Customers. SAP is permitted to audit the usage of the contractual SAP Software (ordinarily once a year) in accordance with SAP standard procedures (described in the LPC) by system measurement. Provider will support SAP in accordance with SAP’s reasonable instructions, including but not limited to preparing a measurement log within four (4) weeks of SAP’s request. Ordinarily, Provider can conduct the measurement itself using the tools provided by SAP for that purpose. The result of the measurement is to be transmitted to SAP promptly in unaltered form. SAP is permitted to conduct the audit remotely if Provider refuses to conduct the measurement itself, or if the measurement does not produce meaningful results and there are reasonable grounds to suspect a breach or infringement by Provider. 3.3.4 Provider shall cooperate reasonably in the conduct of such audits remotely and at Licensee’s installation and must, among other things, afford SAP insight into its systems to the required extent. SAP will give Provider reasonable prior notice of an audit to be conducted at Provider’s installation. SAP will have reasonable regard to the interests of Provider’s confidentiality and to the protection of Provider’s business operations from compromise. If an audit reveals any breach by Provider, Provider must bear the reasonable expense to SAP of conducting the audit. 3.3.5 If it becomes apparent in an audit or otherwise that Provider has used the contractual SAP Software outside the Agreement, SAP and Provider will execute an additional Order Form for such excess usage based on the then current SAP List of Prices and Conditions for Software and Support and the Price List. SAP reserves the right to claim damages. 3.3.6 Use of the SAP Software licensed hereunder may require third party software or hardware (including but limited to databases, operating systems and servers). Unless specifically licensed in the Master Agreement, this Agreement does not contain a license to use such additional materials.

Reporting Obligations and Audit Rights. 3.3.1 Provider shall provide all information requested by SAP necessary to fulfill any obligations for payment of royalties to SAP’s business partners arising as a result of licenses granted under this Agreement for Third Party Software or other software components. 3.3.2 Upon SAP’s reasonable request, Provider shall deliver to SAP a report, as defined by SAP, evidencing Provider’s use of the SAP Software licensed under this Agreement, which shall be in addition to any other reporting obligations of Provider as set out in this Agreement. 3.3.3 Subject to limitations under contract and law and without gathering or transmitting to SAP any content or other confidential information of Provider or Customer, SAP may implement the SAP Software so that each system generates and transmits to SAP information related to use of the SAP Software by Provider and/or the Customers. SAP is permitted to audit the usage of the contractual SAP Software (ordinarily once a year) in accordance with SAP standard procedures (described in the LPC) by system measurement. Provider will support SAP in accordance with SAP’s reasonable instructions, including but not limited to preparing a measurement log within four (4) weeks of SAP’s request. Ordinarily, Provider can conduct the measurement itself using the tools provided by SAP for that purpose. The result of the measurement is to be transmitted to SAP promptly in unaltered form. SAP is permitted to conduct the audit remotely if Provider refuses to conduct the measurement itself, or if the measurement does not produce meaningful results and there are reasonable grounds to suspect a breach or infringement by Provider. 3.3.4 Provider shall cooperate reasonably in the conduct of such audits remotely and at Licensee’s Provider's installation and must, among other things, afford SAP insight into its systems to the required extent. SAP will give Provider reasonable prior notice of an audit to be conducted at Provider’s installation. SAP will have reasonable regard to the interests of Provider’s confidentiality and to the protection of Provider’s business operations from compromise. If an audit reveals any breach by Provider, Provider must bear the reasonable expense to SAP of conducting the audit. 3.3.5 If it becomes apparent in an audit or otherwise that Provider has used the contractual SAP Software outside the Agreement, SAP and Provider will execute an additional Order Form for such excess usage based on the then current SAP List of Prices and Conditions for Software and Support and the Price ListSupport. SAP reserves the right to claim damages. 3.3.6 Use of the SAP Software licensed hereunder may require third party software or hardware (including but limited to databases, operating systems and servers). Unless specifically licensed in the Master Agreement, this Agreement does not contain a license to use such additional materials.